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EXHIBIT 10.5
SPECIFIC AGREEMENT NO. 5
UNDER GENERAL CO-OPERATION AND DEVELOPMENT AGREEMENT,
DATED FEBRUARY 28, 2002
OZ INSTANT COMMUNICATION SOLUTION LICENSE
1 GENERAL
1.1 PARTIES. THIS SPECIFIC AGREEMENT (this "Agreement") is made and entered
into this 28th day of February 2002, by and between Microcell Labs Inc.
("Microcell Labs"), a Canadian corporation with offices at 0000
Xxxx-Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, Xxxxxx, and OZ
Communications Co. ("OZ Canada") and is made under the general tems of a
General Co-Operation and Development Agreement ("GCDA") entered into
between OZ Canada and Microcell Labs on November 8, 2000, as amended on
the date hereof.
1.2 RELATION TO THE GCDA. The terms of the GCDA shall apply to this Agreement
except where they are inconsistant with the terms of this Agreement, and
the defined terms used in the GCDA shall have the same meaning in this
Agreement, unless the context would obviously require otherwise. For
greater clarity, sections 8.8, 9, 10 and 12.4 of the GCDA shall apply to
this Agreement.
1.3 SUBJECT AND PURPOSE OF THIS AGREEMENT. This Agreement sets forth the terms
by which OZ Canada grants to Microcell Labs a license to use the OZ
Instant Communication Solution ("ICS") software, as described in Exhibit A
("OZ Instant Communication Solution") and the rights licensed pursuant to
this Agreement shall be deemed to be a Work Product for purposes of the
application of the terms of the GCDA.
1.4 ADDITIONAL AGREEMENT. Integration, acceptance, installation, hosting,
support and maintenance services are not included hereunder and will be
provided by OZ Canada under additional specific agreement(s) to Microcell
Labs. Any such services will be made available by OZ Canada at reasonable
and competitive rates, which would be mutually agreed to. The licenses
granted herein are expressly conditioned upon the purchase by Microcell
Labs of annual support and maintenance contracts and upon the full and
timely payment therefore.
2 DEFINITIONS
2.1 "Client Program" shall mean the proprietary OZ Instant Communication
Solution application software modules residing on access devices as
described in Exhibit A.
2.2 "CPU" shall mean a single computer or central processing unit.
2.3 "Documentation" shall mean a written guide describing the use and
operation of the Client and Server Program, together with any related
supporting documentation and marketing material.
2.4 "Licensed Locations" shall mean any of Microcell Labs's premises in
Canada.
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2.5 "Server Program" shall mean the proprietary OZ Instant Communication
Solution application software modules residing on server computers as
described in Exhibit A. Server Program excludes related third-party
software and hardware such as, but not limited to, Microsoft Windows
operating system, Oracle database management system, voice bridging
equipment, etc.
3 WORK PRODUCT DESCRIPTION
3.1 Work Product, under this Agreement, shall refer to the rights to the OZ
Instant Communication Solution licensed pursuant to this agreement, any
addition or improvements thereto shall be dealt with under separate
agreement.
4 LICENSE GRANT
4.1 OZ Canada hereby grants to Microcell Labs, and Microcell Labs hereby
accepts, subject to the terms and conditions set forth in this Agreement,
a non-exclusive, non-transferable (except to an Affiliate), irrevocable
license to use the Server Program and Documentation and to use and
distribute the Client Program, only in Canada and only for its customer
base situated in Canada, the whole as set forth in this Agreement. The
license granted herein shall include:
- The right to use the licensed copies of the Server and Client Programs
in executable form for internal operations on CPUs located only at
Licensed Locations;
- The right to use and copy Documentation for Microcell Labs's internal
operations at Licensed Locations;
- The right to make backup copies of the Client and Server Programs;
- The right to install copies of the Client and Server Programs on CPU
fixed disk memory units; and
- The right to distribute the Client Program only to Microcell Labs's
Canadian customers, for their use only, by allowing download of the
Client Program from Microcell Labs's Internet website or by
distributing the Client Program to Microcell Labs's customers by
computer discs or other means of distribution.
4.2 In accepting the license granted in this Agreement by OZ Canada, Microcell
Labs agrees that it shall not attempt to disassemble or reverse engineer
the Client or Server Program.
4.3 Any rights not expressly granted to Microcell Labs have been retained by
OZ Canada and are not included in this license.
5 AVAILABILITY
5.1 Server Program and Client Program related to the OZ ICS base system, the
OZ Communities and the OZ Push-to-Talk applications (as described in
Exhibit A) will be made available to Microcell Labs upon the respective
general availability ("GA") date for each of the application. OZ Canada
shall deliver reasonable notice to Microcell Labs of the GA date for each
application.
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6 FEES
6.1 INITIAL THREE YEARS. The license granted hereunder shall be royalty free
during the initial 3 years from the GA date of the respective application,
as per Section 5.1. Section 8.5 of the GCDA shall specifically not apply
to this license.
6.2 AFTER THE INITIAL THREE-YEAR PERIOD. Incremental capacity required after
the initial 3-year period shall be purchased under a separate agreement at
competitive market prices and on competitive terms and conditions. In-use
capacity will be considered "fully paid up" under section 6.1 above. For
the purpose of this Section 6, "Incremental capacity" shall mean the
number of registered users of each of the OZ ICS base system, the OZ
Communities and the OZ Push-to-Talk applications (as described in Exhibit
A) in excess of the In-use capacity; and "In-use capacity" shall mean that
number of registered users of each of the OZ ICS base system, the OZ
Communities and the OZ Push-to-Talk applications as of the termination of
the initial three-year period of this Agreement. For the purposes of
clarity, Incremental capacity shall be calculated individually for each of
the OZ ICS base system, the OZ Communities and the OZ Push-to-Talk
applications, not in the aggregate.
MICROCELL LABS INC. OZ COMMUNICATIONS CO.
By: /s/ XXXX-XXXX XXXXXXX By: /s/ XXXXXX XXXXXXXX
----------------------------------- -----------------------------------
Title: VP Title: VP
-------------------------------- --------------------------------
/s/ XXXXXXX XXXX
-----------------------------------
Assistant Secretary
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EXHIBIT A
OZ INSTANT COMMUNICATION SOLUTION DESCRIPTION
1 OZ ICS 2.0
OZ ICS 2.0 enables mobile operators to expand their services beyond
conventional telephony and to create new revenue streams from messaging
and other services, by combining presence information to an advanced IM
solution.
Designed with mobility of communications and services in mind, ICS offers
the end user a simple, device-independent and secure way to use several
ways to communicate with people as well as accessing services:
- PC Client application for Windows 98, ME, NT 4.x and Windows 2000,
- HDML (Handheld Device Xxxx-up Language) 3.0/3.1 client with Push
capability
- WAP (Wireless Application Protocol) 1.2 client with Push capability
- Pocket PC client for Window CE 3.0
This ensures a broad reach of wired and wireless platforms.
A main feature of ICS is the centralised contact list. Using this, the
user is able to see the Presence and Reachability status of other users
and to initiate communication sessions with these users through simple
click actions. Changes made to the contact list from one client are
represented in others, ensuring up-to-date information available
instantly.
The contact list displays the Reachability of all contacts and what
communication methods are available towards a certain contact. When the
end-user has decided to communicate with someone, the client will indicate
the communication methods available for this contact. The end-user then
initiates communication bysimply selecting the preferred method.
The OZ ICS system consists of client applications and the Emerald Server.
Communication between the clients and the Emerald Server is carried over
the IP network, either fixed or mobile. Through gateways to other systems,
such as SMS-C's, and the built in WTA (Wireless Telephony Application)
functions, communicationover the fixed and mobile telephony networks is
provided.
ICS comes fully equipped with advanced tools for everyday maintenance and
operation of both end-users accounts and the systems behaviour (including
fault management and generation of charging records and statistics).
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ICS Communication sessions can be initiated from a PC, Pocket PC device, a
WAP or HDML capable cell phones and a SMS enabled phone, to single
Contacts or Groups. Messages can then be forwarded over different types of
networks: wireline, wireless or IP networks.
The communication features in ICS 2.0 are:
- Instant messages
- Chat sessions between 2 or more contacts
- Selective Forwarding of Chat Invitation messages
- Phone call
Note: Different ICS clients offer different voice communications
features based on device limitations and capabilities.
2 OZ COMMUNITIES
OZ Communities is a mobile-centric suite of community management and group
communication services that enable communities to effectively come to life
over mobile networks.
Mobile phone users, businesses, and mobile operator can easily create
vibrant mobile communities and interact with community members, in
real-time seamlessly across the mobile networks and the Internet.
OZ Communities provides mobile operators with:
- A set of truly SMS-centric features (unique SMS number for each
community, easy SMS opt-in and opt-out, and 2-way SMS
capabilities)
- SMS billing prefixes
- Polling request feature
- Seamless integration of mobile networks and Internet
- Feature set (that can be offered to current user base over legacy
terminals) nearly compliant to the group services as defined by
the Wireless Village standard and includes features that exceed
the standard.
OZ Communities provides also very easy mechanisms to create or join a
community, is device independent, provides real-time and intelligent
delivery mechanisms based on user presence, and supports all types of
mobile networks.
The OZ Communities application can be accessed through a WAP client and a
web interface that can be fully integrated into the operator's portal
supporting HTML and WML. Furthermore, the application uses a 2-way SMS
capability to send and receive SMS messages to mobile phones.
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3 OZ PTT
A presence-enabled PTT application is comprised of three major components:
- A PTT control application presenting contact and presence
information to users
- A media bridging "conferencing system"
- Handsets
[PTT ARCHITECTURE OVERVIEW GRAPH]
The PTT Control Application serves to organize Push to Talk groups,
present information on groups and participants to users, facilitate group
formation and management, and extends access to the service to multiple
methods and devices. It is the control point for all PTT events, and
interfaces with the Operator to authenticate service use.
The Conferencing Media Server (CMS) operates over existing circuit
switched networks without redeploying handsets. The Conferencing Media
Server proposed is ReadiVoice, from Voyant Technologies, which has the
ability to handle PSTN calls today, and supports IP voice streams using
industry standard CODECs.
Existing basic handsets (non-data capable, and data capable) as well as
future handsets (data capable, J2ME/BREW, and future IP capable) will work
with the solution.
The cornerstone of the OZ PTT solution is the carrier-grade,
standards-based OZ Server. The OZ Server architecture is modular and
seamlessly blends together the main PTT control application, group
management, presence, and messaging. OZ provides a variety of clients to
access the PTT service, including text
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messaging, WAP/HDML, Pocket PC, Win32 and a Web interface. The PTT
solution is future-proof, as it will support next generation networks and
handsets as they are introduced.
OZ PTT offers the ability to create and manage contact lists and groups
essential to a fully featured PTT solution. It enhances the notion of
basic PTT with the ability to detect and see the presence of other users
in a PushToTalk group (e.g. on data capable handsets) and improves the
expected result for a PushToTalk session. It extends the number of devices
that can be used to initiate instant communication from the handset alone,
to the desktop, PDA, or browser.
